| Global Markets & Investment Banking | ||||
| One Bryant Park – 8th Floor | ||||
| New York, New York 10036
646-855-6780 | |||
April 25, 2011
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Michael McTiernan
Assistant Director
| Re: | AG Mortgage Investment Trust, Inc. |
Registration Statement on Form S-11 (SEC File No. 333-172656)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of AG Mortgage Investment Trust, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on April 27, 2011 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated April 18, 2011 (the “Preliminary Prospectus”):
| No. of Copies | ||||
Prospective Underwriters | 3,960 | |||
Dealers | 1,937 | |||
Institutions | 686 | |||
Others | 1,843 | |||
Total | 8,426 | |||
In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J.P. MORGAN SECURITIES LLC UBS SECURITIES LLC As Representatives of the several Underwriters
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| By: | /s/ Richard A. Diaz | |
| Name: | Richard A. Diaz | |
| Title: | Authorized Signatory | |
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Ray Craig | |
| Name: | Ray Craig | |
| Title: | Executive Director | |
| UBS SECURITIES LLC | ||
| By: | /s/ Andrew Platt | |
| Name: | Andrew Platt | |
| Title: | Executive Director | |
| By: | /s/ Justin P. Nance | |
| Name: | Justin P. Nance | |
| Title: | Associate Director | |